Ben 10: Alien Force Revised
by A.Wykkyd.Soul
Summary: Rewriting Alien Force. It was a good show, but it needed some upgrading.
1. And So It Begins

AN: First, I'd like to say my author's notes will be at the end of the chapters, if at all, with exception to this one. I'm trying to stick to the script of Ben 10: Alien force (maybe Ultimate Alien, too), but I'll try to make it a bit more mature and add some changes here and there. My chapters will probably be longer and diverge from the script later on, I'm just seeing right now how this is received. We'll see how it goes. Enjoy!

~OoOoOoOo~oOoOoOoO~

Chapter 1

Ben couldn't be happier at the moment; he guaranteed his team's victory in the soccer tournament _and_ a cute girl named Julie actually spoke to him. Of course, he probably made a fool of himself, but he pushed that memory aside as he once again grabbed the MVP medal in his hand, reliving the final moments before the buzzer sounded. He couldn't wait to show off to grandpa Max. Actually, now that he thinks about it, he sure hopes he won't insist on celebrating with mystery gumbo and a specialty pie from some alien vendor.

"Grandpa Max, open up, it's me," Ben said as he knocked on the Rustbucket's door, but there was no reply. "That's strange," he murmured to himself. Picking up the spare key classically hidden under a rock, Ben entered the RV only to be met with a mess.

"Hello, grandpa?" he asked, wondering whether he wanted an answer or not, "what happened in here?"

A noise coming from the back of the vehicle startled him, but he approached anyway, assuming that it was either his grandpa or an animal that got in. Light was shining from under the bathroom door, so he began there. Sliding open the door he was met with what seemed to be the the Rustbucket's only clean area, but no Grandpa.

Just then a creature jumped out of the shadows and Ben was momentarily frozen in fear. As the beast lurched to attack him, Ben's reflexes took over and he immediately leapt out of the way. Rolling to a kneeling position, he slapped his wrist out of habit. Confronting this alien caused him to forget that he wasn't wearing the Omnitrix anymore. In fact, it's been five years since he last donned the watch—his hero days were over.

"Aww, man," he said, resisting an urge to curse. Crawling to safety, he stayed on the defensive, putting barriers between him and this alien, jumping out of the way when it got too close for comfort, and hiding where he could. He was knocked down a couple of times, but none due to a direct attack. He'll be sore later, but he could blame that on the game. First he has to survive until later.

He's matured a bit these past few years, and managed to use a simple trick to gain an advantage over the enemy. The creature could think, but it didn't seem like it had heightened senses. Taking the nearest object, Ben attacked with a fire extinguisher, using it to blind and beat his attacker. He was glad he had kept active since his time as a crime-fighting alien hero, or else he probably wouldn't have been victorious.

"He was looking for something, Grandpa, but what?" He thought to himself. Not wasting any time, the teen opened an emergency compartment in the hopes to find a clue.

"Bingo," he whispered under his breath. A handheld disk was sitting on the open shelf, and Ben grabbed it quickly, trying to keep as much distance between himself and the downed alien.

The disk came to life, showing a small projection of the missing man.

"Hello, Ben," it started.

"Grandpa! What's go-"

"I left this recording in a place I knew only you would find. I'm in a bit of a situation, but it's nothing I can't handle. Certainly nothing for you to worry about. There's renewed alien activity on earth, I'm investigating it." The projection turned off, probably the end of the message. Just as Ben was thinking about how the message was a bit too formal considering it was from his grandpa, the object came back to life. "Oh, and don't worry about the Omnitrix, either. I have it, and it's completely safe. They'll never get their hands on it. Say hello to your cousin Gwen for me. Love you, Max out." Classic grandpa.

" _You've_ got the Omnitrix?" Ben said in shock, "No, that's impossible. This doesn't make any sense," he thought.

His earlier sports victory was now long forgotten as he was determined to race home on his bike. There were so many unanswered questions, Grandpa's message made no sense. The Omnitrix? New alien activity? Whatever's happening, it's big.

He got off his bike without bothering to actually stop, and it crashed to the floor as he bolted through his front door.

"Ben, no running in the house," he faintly heard his mom chastise.

"Sorry, mom!" he yelled as he sprinted upstairs to his room.

"I know the Omnitrix is in here somewhere," Ben said as he emptied his closet to find a shoe box with some junk and the watch. Picking it up, he was more confused than ever.

"I knew it was here, Grandpa knew this,too. Why did he mention it? What are you trying to tell me, Grandpa?"

Throwing the Omnitrix on the bed, he plopped down onto his chair, staring at the watch as if it would magically provide the answers he needed. Worry and frustration lined his face as he tried to figure out what the next step should be.

"Gwen, she'll know what to do," he decided.

Quickly changing into his signature black shirt and jeans, he grabbed his favorite jacket as he hurried out the door again, mumbling some excuse to his mom about forgetting to meet up with his cousin. He didn't wait for a reply, he knew he wouldn't get in trouble.

He was a lot calmer as he approached his destination. Gwen had karate practice today, so he'd have to wait a while until it was over. He was always impressed by how much Gwen had achieved since their road trip as tweens. Lots of things have changed since then, things were different between them now.

The last sparring match was between Gwen and another student, and it was no surprise to Ben that she quickly took down her opponent with some flashy moves. She seemed proud of herself, and she should be, she was the top student.

Deciding it was time to make himself known, Ben applauded her win as the class was dismissed.

"How's my favorite cousin?" he smirked.

"Ben!" she exclaimed and went in for a hug after a lighthearted accusing glare, "I'm still undefeated, but compliments- it means you want something."

"Hey, maybe I just wanted to congratulate you," he said. A quick unimpressed look from his cousin caused him to sigh, "Had to try. Actually, I got a problem. I need advice."

"Alright, just let me change. Stay here, I'll be back."

Once she left the gym, Ben was left to his thoughts again. He realized his rush of energy from earlier was depleted, and decided to lay down on the practice mat.

"This is going to take a while," he justified his actions. After the soccer game, attack, and the time he spent mulling over the Omnitrix, he was beat. He was out like a light bulb within a minute.

Half an hour later, Gwen appears out of uniform and in her regular clothing.

"Wakey wakey, sleeping beauty, " she said as she gently nudged Ben with her foot.

"Huh?" was the only reply.

"Ben, you wanted help, remember?"

"Oh," he was fully awake now, "Not help: advice," he said, showing her the Omnitrix.

A look of surprise crossed her face before she became completely serious. Something must have happened for Ben to consider taking the machine out of storage.

"Ben, what's going on? Why do you have the Omnitrix? You're not thinking of wearing it again, are you? There's nothing to fight, there'd be no point."

"That's the problem..." he trailed off, "I need you to watch this."

Pulling out the hologram projector, he re-played Grandpa Max's message to bring her up to speed. He must have watched it at least a dozen times, and knew it word for word.

The disk turned off and there was a moment of silence between them as Gwen swallowed this news.

"What does this mean?"

"I think Grandpa Max is telling me to start wearing the Omnitrix again."

"No, you're wrong. Grandpa Max always said that it was your choice to wear that thing."

"But he said that there was new alien activity. Why else would he mention the Omnitrix?"

"I don't know- but Ben! Once you wear that, you have no chance at having a normal life anymore."

"I know, Gwen."

Ben looked as though the world had been placed on his shoulders. Sometimes Gwen forgot how much Ben had grown up since they found the Omnitrix all those years ago.

"I used to feel so special wearing it," Ben said suddenly, "Though I guess turning into Aliens isn't anything but special. Who else could do that?"

"Ben, it wasn't the Omnitrix that made you special, it was you that made you special."

They were interrupted by a new presence, a man in a coat and hat. Ben could have sworn he'd seen him before, but where?

"Return the Omnitrix at once, it does not belong to you," the figure commanded.

"How about, no?" It wasn't really a question, but it angered the man.

"If you won't give it to me, then I guess I'll just take it from you!" He reveals himself to be an alien, one they haven't seen before. He almost looked like a fish with a tank over his head.

"Gwen, run!"

Dodging the attacks sent by the man-fish, they run through the building, hoping to lose him. Unfortunately, he's in hot pursuit and they don't get very far before he catches up. Aiming at Ben one last time, he shoots, but Gwen surprises him with her improved magic abilities.

"Whoa someone's been practicing," Ben almost laughed.

"I've got to do something with my free time," she responded.

"Let me go!" The stranger was being held down with pink tendrils made up of Gwen's magic. He wasn't going anywhere as long as she kept this up.

"Now, who are you?" Ben asked, turning his attention back to their captive.

"I told you, I am Magister Labrid, a plumber, and I have to take back the Omnitrix that you stole. It does not belong to you."

"A plumber?" repeated Gwen, ignoring the man's demands for the watch, " Just like Grandpa Max."

"Max? Max Tennyson?"

"How do you know him? Where is he?" Ben was nearly yelling at the mention of his grandfather.

"He was my partner, he went missing recently. I've been trying to locate him. You said he was your grandpa, who are you kids?"

"I'm Gwen, and this is Ben," Gwen answered for both of them.

"Ben, Ben Tennyson? You're the wielder of the Omnitrix. I apologize for going after you. I- I didn't realize who you were, I just thought you were some kid intent on stealing it."

"And you want it, why?"

"I was just trying to protect it, for Max's sake."

"Do you know where he might be?" Gwen asked this time.

"No, but I'm trying to follow every lead I have. There's a shipment of alien tech coming in, Max and I were going to investigate together, before he disappeared. Maybe by investigating anyway I could come to be one step closer to finding out where he went."

"If you're going, we're going with you," Ben decided.

"Ben, what are you-"

"Gwen, I've decided."

"Are you sure? You can't go back."

He nodded, nothing was going to change his mind with his Grandpa on the line. There was no need to think twice as he slapped on the watch and felt it tighten around his wrist. Something felt different, but very right. He glanced up to see Gwen's worried face, but he shot her a reassuring smile. This was his choice.  
'Come, we have no time to lose."


	2. Kevin Levin Returns

Chapter 2

They followed Magister out of the building and into his vehicle, zooming off as soon as they strapped in. The silence between them was a bit awkward, but it didn't matter much seeing as everyone was lost in thought anyway. Ben was focusing on the sun that all too quickly got lost below the horizon, bringing forth the darkness of night. Lampposts flickered on as day turned to dusk, blissfully unaware of the dangers that lurk in the shadows their light creates. He was wondering what this new chapter of his life would bring him, and if he would live in constant fear of never being able to see another sunset like this again. How cheesy, he thought.

When he was ten he had an adult to guide him through everything, and he relied on that presence to make sure he made it through alright. But right now Grandpa Max was gone and Ben was afraid he would mess up in the end. He found himself tugging at the watch subconsciously, unaware that Gwen was making a mental note of it, and scowled at himself for having doubts about putting it on again. It was time to prepare himself to become the hero he once was, whether or not there were people by his side to catch him when he fell.

It wasn't long before they reached the warehouse district on the outskirts of Bellwood. Magister Labrid parked out of the way to avoid any suspicion and led the teens behind some crates that overlooked the area where the deal was going to be taking place.

"So, what exactly are we doing here?" Gwen inquired. Perhaps they should have asked for the details before they got involved.

"Stakeout. According to a tip from your grandfather, the Forever Knights, a group of criminals who-"

"Trade alien tech. Yes, we know. We used to run against them in the past."

"Well, there's another shipment of illegal alien tech coming in, and they're supposed to be here tonight."

"Who's the dealer?" asked Gwen.

"I don't know, Max hadn't told me yet, but he found out right before he disappeared."

Any further inquiry was cut short when a pair of headlights approaced from two directions, and the two trucks met in the middle.

"Are they the sellers or the buyers?" Ben asked.

"Quiet, we can't let them hear us."

That's when a third vehicle appeared. A beautiful green and black sports car that had Ben instantly in love. That is, in love until he saw who the driver was.

"No way," whispered Gwen, "that's Kevin!"

"Do you know him?"

"Kevin Levin, he's got powers. We used to fight him when we were kids," informed Ben, "Last I saw him was when I trapped him in the Null Void. What I don't get is how he got out."

"Null void?"

"Kind of like an extra-dimensional jail."

A red-robed man stepped forward from the left truck, and presented Kevin with a case full of cash.

"The money's all here," the convict yelled back to the other truck. The men then began to unload their shipment, presenting it to Levin.

"He's brokering the deal," commented Labrid.

"Obviously, I mean, if it's illegal," said Ben sarcastically.

"As promised, four dozen factory new Laser Lances. Ether point energy module, antenna focus emitter, it's good for 35 minutes of continuous fire at 0.6 terawatts. Is that good?" Kevin boasted, unnecessarily showing off the weapons by causing a train container to blow up, "you tell me."

"That smug bastard, he never changes," said Ben bitterly.

Labrid was fuming, and the cousins looked at him as if he were a gun about to go off. "Those lances are level 5 technology, earth is only level 2! They have no business doing here."

"So much for whispering," noted Ben.

It didn't matter whether the anyone had heard them or not, Labrid slid down the short hill they were on and quickly made their presence known. Gwen and Ben followed, but something told Gwen that it was probably Grandpa Max that led the operations; Labrid was too rough around the edges to maintain an orderly situation. This should be interesting.

"Hands above your heads," Labrid yelled, pulling out his weapon, "As a plumber I have the authority to bust this operation."  
For a moment nobody so much as twitched. It seems like even though both sides had plenty of men, they weren't actually expecting any trouble. Suddenly, the ones who brought the shipment of weapons peeled off their faces- no, not faces, masks- and transformed into the kind of disgusting alien that faced Ben in the Rustbucket.

"They're like the one who attacked me!"

"Attacked you?" said a confused Gwen.

"Did I forget to mention that?" said Ben, almost sheepishly, "I'll fill you in later."

The aliens slowly approached the trio, as if unsure whether to dispose of them or to take them back alive. Magister hadn't dealt with their kind before, but created a fire barrier to keep them at bay. It seemed to be their weakness, as they recoiled from the heat immediately and didn't push forward after that.

"What do we do now?" Asked Gwen.

"Standoff," replied Labrid. Now Gwen was wondering if this Magister person had ever been on a mission where he was in charge. He had no idea what to do despite being a plumber.

"Um, I don't think so," said Ben, pointing behind him at the fully armored Forever Knights, "in case you haven't noticed, there's two groups of enemies, and the other guys are kind of behind us."

Labrid looked surprised at this revelation, he hadn't planned for that. Nothing was going according to his plan. Max always made getting things under control seem so easy, so why couldn't he do it? Gwen almost face-palmed at the situation the plumber had put them in. They had to work fast, but neither she nor her cousin have been exposed to this life since five years ago.

"We're screwed," said Gwen simple.

"Not yet we're not," replied Ben. It can't be over if he still hasn't used the omnitrix. "Now or never, it's hero time!" he exclaimed, twisting and pressing down on the watch.

Nothing happened. No glowing, no transformation, no power.

"Ben!" Gwen complained.

"It's the watch," he replied, dragging out the last word like a child complaining about a broken toy. The watch was just as bad as it used to be, deciding to be dysfunctional at the most inopportune of times. No amount of twisting or button-smashing did any good, and the enemies kept approaching.

"This is not the best time for a re-boot," Ben said to his watch, "It's not working."

"We'll hold them off as best as we can," was the only reply he received from his partners. Gwen focused her attacks on the knights, sending energy bolts towards them. It didn't do any significant damage, but it knocked them down, and that was better than nothing. The knights grabbed their new weapons and fired. Gwen set up a shield, but it cracked almost instantly, her magic not strong enough to hold up since she's never used in in combat before. The only thing she could do was create another one and hope she could keep it up.

Next to Ben, Magister Labrid was using his two weapons to fight off the aliens who approached from the sides, but he couldn't aim fast enough to cover Ben. Running towards safety was the teen's only choice, all the while trying to fix the stupid watch. There was a single alien chasing after him, shooting goop out of its octopus-like mouth, and at the moment Ben was quite grateful that his soccer buddies became mildly obsessed with parkour last year. He saw some metal beams coming up and he got an idea. Another cheap trick against this breed of aliens and it was down.

Hidden in the shadows, Ben saw that his cousin and the plumber were stuck tight in the substance the creatures shot out. He was relieved that it was just goo, and not some sort of alien acid as he had originally thought. Away from the enemy he focused all of his attention to the problem at hand.

"Come on, you worthless piece of-" the watch glowed a bright green, surprising Ben, but he didn't change into anything. His _watch_ changed. It was more discrete, easier to pass off as a normal watch, yet still had a similar design.

"It never did _that_ before," Trying it one more time, Ben turned the watch's face and a small, green hologram of some unknown alien popped up. Flipping through other transformations he realized that he didn't recognize any of the aliens presented to him.

"It's alright, Ben. You'll figure them out as you go. Like riding a bicycle," he said to himself, "Like riding a bicycle," he echoed, "I hope I'm right." Choosing an alien at random he felt the vaguely familiar sensation of becoming something else.

"Swampfire!" he exclaimed, naming this alien as soon as he was fully formed. Taking a moment to observe his new body, he cringed at the awful smell his new body projected."Eww, of course there had to be something weird about this one."

Returning to where he left his friends, Swampfire charged at the spitting creatures and drove them away from their captives. Ben didn't let them escape, though, and used his newfound strength to knock over the truck they piled into with a large stick that he tore from the ground.

"Heh, I forgot how much fun this is," he chuckled, despite the situation. Then he laughed some more as he felt a tingling sensation pass through him.

"Hey, that tickles," he said, but the Forever Knights kept shooting at him. Every one of their shots went right through Ben's torso, but one lucky shot blew his arm off. A moment of panic went through each of the good guys' faces, but relief washed over them as Swampfire was able to reattach it to himself.

"Impressive," he mused, "but now you guys are in soo much trouble," Ben warned. One punch, two punch, three-

"Hey, Tennyson," Kevin interrupted, fists at the ready.

"What the hell do you want, Levin?"

"For starters, you're the one who trapped me in the Null Void for all those years-"

"You did that to yourself."

"-and you ruined my deal today. I'm thinking I want revenge, and you're not the only one with new powers up their sleeve." Reaching down, Kevin grabs the steel train tracks and Ben watched as the older teen's body was covered in the same material.

"What the- how?"

"I can absorb anything, and I have more than enough power to take you down."

"Big words coming from you. Are you trying to compensate for something?" Ben teased.

With a growl Kevin lunged at Ben, landing what would have been a good, solid punch to Swampfire's gut, but his hand went right through the green alien's body. This caught him off guard and Ben used it to his advantage, throwing some good hits of his own before slamming Kevin into a wall. A groan escaped Kevin in a moment of weakness, but he immediately got to his feet, lifting up a shipping container and launching it at Ben.

"Crap," managed Ben before he was squashed by the projectile.

"And that's what you get for messing with me," Kevin grinned.

Gwen and Magister Labrid could hear Kevin's cheers and feared the worst, but they weren't in a position to see the battle. All they could do was believe in Ben and the Omnitrix, and they found their prayers answered when Swampfire's voice caused Kevin to yelp in surprise.

"It's time to end this, Kevin," said Ben. He finally understood the powers of this alien fully, and began to overwhelm the metal-clad boy. Kevin was desperate to turn this fight around and picked up a truck that was just a bit more than he could handle. With a final move, Swampfire let a stream of fire flow from his hands, which in turn caused the big rig to explode. The impact sent Kevin reeling and the force of the blow was just enough to knock him out. His metal armor left him as soon as his concentration let up, leaving Ben wondering what to do with him.

"Ben? Ben, are you alright?" He heard his cousin ask.

"I am now, Kevin should be out for a while," he replied.

"Good, we're almost done freeing ourselves from this disgusting crap."

"Don't celebrate yet, the aliens got away and the Forever Knights took the shipment of weapons," said Labrid, dampening the mood.

Ben approached them, helping Magister Labrid free himself while Gwen cleaned herself up. Boy did he feel sorry for her, her long red hair was covered in the sticky stuff.

Once they were relatively clean, Magister Labrid went up to Kevin and placed some glowing handcuffs on him. It should be enough to prevent him from escaping when he wakes up. Meanwhile, Ben was in awe at the fact that he hadn't timed out yet. Perhaps the new and improved omnitrix wasn't so bad after all.

The three of them were there in front of Kevin when he started to moan, it looked like he was waking up. Ben then willed himself to change back to human, startling Gwen and Labrid with the glow, and causing Kevin's temporarily sensitive eyes to sting. Taking a good glance at those standing above him, Kevin noticed his childhood enemy, a no-good plumber, and a sexy red-head in a skirt. Too bad she was wearing tights. Wait, wasn't she Tennyson's cousin? She could have totally been his type if she weren't his enemy. Pushing those thoughts aside, it wasn't long before Kevin realized that his wrists were bound. Growling like a trapped animal, Kevin used all of his strength to try and break away.

"Energy cuffs, I'd like to see you escape from that. Ain't nothing there for you to absorb," said Labrid.

"You still got some of that stuff in your hair," pointed out Ben, who was focused on his cousin. Gwen though she removed it all, or at least most, and couldn't find where Ben was referring to."

"Others side," said Kevin, he had nothing to lose from helping her with that.

"Eww," Gwen cringed as she ran her hand over a large portion of her hair still covered in alien residue.

"You're going to tell me what in the world this level 5 technology is doing here on earth. This in the hands of humans could be catastrophic. These shouldn't even be on this planet," apprehended Labrid.

"So? How the hell is that my problem?" said a defiant Kevin.

"The Forever Knights took a crate full of them while we were fighting," pointed out Ben, "whatever they do with them is on your head."

"You set up the deal, you're going to tell me where they are," Labrid said, getting in Kevin's face.

He looked away, annoyed that this Plumber was ordering him around. A petite hand on his shoulder got his attention again.

"Kevin," Gwen said softly, "People could be hurt. We need to prevent that through any means necessary."

Perhaps sexy wasn't the right word to describe the girl, thought Kevin. She was hot, but she was also kind of cute and sweet.

"Do you realize how much trouble you're in, son?" asked Labrid, "help yourself here."

"I'll be happy to help," said Kevin, "those assholes took off before paying me, there's nothing keeping me from tracking them down." The truth is, Kevin wasn't completely worried about the money. Sure, he lost some major cash in this deal, but he wanted to impress Gwen a bit, he didn't know why. Not only that, it seemed he had a soft spot for the Plumber. _That_ he knew exactly why, and he almost hated himself for looking up to him just because of his title.

"I have some conditions, though," said Kevin.

"Boy, you're in no position to make demands."

"Wait, let's hear him out," suggested Ben.

"You have to take these shackles off of me and I get to drive my car."

"No way, the cuffs stay on. We could take your vehicle, but I'll drive."

"Nobody drives my baby but me!" yelled Kevin, offended at the suggestion.

"That's alright, Magister, with us there it wouldn't take much to keep him under control. Let's give him the benefit of the doubt," said Ben. He didn't know why he was doing this, but something was nagging at the back of his head telling him that this will turn out fine.

Reluctantly, Magister Labrid released Kevin and the four of them walked over to the sports car. Quickly looking over his most prized possession to make sure there weren't any dents or scratches, Kevin opened the passenger front door. Labrid stepped forward but was immediately halted when Kevin held out his arm.

"Move it, man, this seat's for the lady."

Gwen cocked an eyebrow, throwing Ben a questioning look and receiving a shrug as a response. It wouldn't hurt to humor him for the time being, so she sat in the front. Kevin offered her a lopsided smirk, trying to look tough, and Gwen resisted the urge to roll her eyes. The other two males got in the back while Kevin slipped smoothly into the driver's seat. This was his comfort zone.

"Where exactly are we going?" asked Ben.

"You want knights, look for the castle," was the reply before Kevin revved up the engine and drove off.

~OoOoOoOo~oOoOoOoO~

A/N: I have noticed that I tend to have a hard time with keeping to one tense. I do apologize for that, but I hoped that this chapter was a bit better than the last.


End file.
